SL GREEN REALTY CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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SL Green Realty Corp.

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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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No fee required

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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LETTER TO STOCKHOLDERS

Dear Fellow Stockholders,

As a result of our entire organization’s dedication and solid execution, 2024 represented an acceleration of the prior year’s momentum. For the second consecutive year, SL Green delivered the highest total shareholder return of the U.S. Office REIT sector and highest of any U.S. REIT with a market capitalization over $1.0 billion with a total return of 58% in 2024. This comes on the heels of a 48% total shareholder return in 2023. Over a five-year period, SL Green is one of only three U.S. Office REITs to have delivered positive shareholder return.

The positive momentum is underscored by a multi-year strategy to build a portfolio of well-located, amenitized, sustainable Class A assets that continue to generate long-term value. This is reflected in the November 2024 sale of an 11% stake in our ground-up development, One Vanderbilt Avenue, at a gross asset valuation of $4.7 billion, as well as the continued lease up of our most recent office development, One Madison Avenue, by prominent financial and technology companies.

We have opportunistically taken on retail and residential developments such as the recent opening of the Georgio Armani flagship store at 760 Madison Avenue and the luxury residences built above that store, all of which have been sold or are under contract. We are also in the planning stages of our office to residential conversion project at 750 Third Avenue, one of the largest such projects in Midtown Manhattan.

In 2024, SL Green launched the SLG Opportunistic Debt Fund, which is expected to reach at least $1 billion and leverages our expertise and market visibility to capitalize on current capital market dislocations by investing in the New York City credit market.

In October 2024, we celebrated the third anniversary of SUMMIT One Vanderbilt, our immersive, multi-sensory observatory, and achieved a record of 2.25 million visitors during the year. Building upon this success, we announced plans for the next SUMMIT destination in Paris, and we continue to explore prospective locations in key global destinations.

We continue to focus on reducing GHG emissions and driving environmental efficiencies across our portfolio, creating value for our tenants and stockholders and maintaining our compliance with local regulations. New York City’s Local Law 97, one of the country’s most ambitious plans for GHG emissions reduction, officially went into effect in 2024. While we expect to meet the requirements of the first compliance period, we continue to deploy thoughtfully selected capital building improvements to further reduce GHG emissions in anticipation of more stringent requirements in the future.

Achieving our vision for a greater New York City also means enhancing the city through volunteerism and philanthropy. We’ve maintained our partnership with New York City’s Summer Youth Employment Program (SYEP) by providing paid internships to students, offering them a front-row seat into SL Green’s operations. The SUMMIT Foundation continues to reinvest 1% of gross ticket sales at SUMMIT into New York-focused charities and organizations. And FOOD1st, a nonprofit organization we established in 2020, remains a resource to support vulnerable New Yorkers by combatting food insecurity throughout the city.

In closing, we want to thank all of our corporate, SUMMIT and building employees for their dedication and hard work, without whom we would not have met these achievements. As we look ahead to 2025, we are well-positioned to capitalize on the many opportunities we’ve outlined and create incremental value for all of our stakeholders.

Sincerely,

John H. Alschuler

Lead Independent Director

Stephen L. Green

Director and Chairman Emeritus

Peggy Lamb

Carol N. Brown

Craig M. Hatkoff

Andrew W. Mathias

Director

Lauren B. Dillard

Marc Holliday

Chairman of the Board of Directors, Chief Executive Officer & Interim President

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Significant Stockholder Value Creation

We are proud of our track record of creating sustainable stockholder value especially over the last five years despite the challenging business environment for REITs across the U.S.

The following highlights our outperformance relative to the Office REIT sector and our NYC peers, both of which we also utilize as the peer group in determining outcomes for long-term performance-based incentives.

Total Stockholder Return Highlights

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U.S. Office Peers include the constituents of the Bloomberg North American Office REIT Valuation Peers Index and NYC Peers include Acadia Realty Trust, Empire State Realty Trust, Inc., Veris Residential, Inc., Paramount Group, Inc. and Vornado Realty Trust, with SLG excluded, in each case, from the calculation of the peer median.

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In 2024, the execution of strategic plans resulted in significant industry outperformance. Key drivers of stockholder value creation included:

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Increased same store office occupancy by 2.7% to 92.5% compared to Manhattan’s average office occupancy of 83.5%1

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Closed on the sale of an 11.0% interest in One Vanderbilt at a gross asset valuation of $4.7 billion

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Signed 188 Manhattan office leases at starting rents 8.5% higher than the previous fully escalated rents on the same spaces

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Sold all condominium units at the new Giorgio Armani Residences at 760 Madison Avenue

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Refinanced, modified or extended over $5.2 billion of the Company’s debt

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Further leveraged Company’s low G&A expense base, with new high-value, low-cost businesses

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Outperformance and downside protection driven by opportunistic dispositions since 2020 and stock buybacks since 2017

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Colliers. (Q4 2024). Research Report: New York City, Manhattan Office. Retrieved from Colliers.com.

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CEO Agreement Extends Our Track Record of Board Responsiveness

New agreement incentivizes the execution of SLG’s visionary long-term strategy AND delivers on the Board’s commitment to stockholders.

Visionary Long-Term Strategy

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Build new highly profitable, complementary businesses

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Leverage Company’s scale, integrated platform and market expertise

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Develop recurring, incremental revenue streams with limited G&A expense

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Diversify the business and lessen exposure to business cycles

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New Businesses Expected to Create Significant Incremental Stockholder Value

To effectively motivate and reward the CEO to maximize growth in these new strategic businesses, the Compensation Committee:

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thoughtfully reviewed compensation structures of other companies in these non-commercial REIT businesses, and

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collected feedback from stockholders during the Company’s most recent off-season engagement.

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The Compensation Committee adopted specific incentives for select new businesses, based on pre-set financial goals aligned with long-term shareholder value creation in order to achieve a direct and transparent compensation structure. These incentives are detailed in the Compensation Discussion and Analysis section of the proxy statement, beginning on page 41.

Transformation of Executive Pay Reflects Stockholder Feedback

In line with stockholder feedback, our executive pay has been deliberately and decisively transformed to focus on incentivizing and rewarding executives for actions that create sustainable stockholder value.

2025 PROXY STATEMENT HIGHLIGHTS

ROADMAP OF VOTING MATTERS

BUSINESS OVERVIEW AND HIGHLIGHTS

Sector-Leading 2024 Stock Performance

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58% Total Shareholder Return in 2024, approximately 135% over two-year period

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#1 U.S. REIT >$1B market cap for second, consecutive year

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#1 U.S. Office REIT for second, consecutive year

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Active, Responsible and Engaged Business Strategy

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Focused principally on the Manhattan market, where we have significant experience and valuable insights

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Transaction-oriented company, executing more transactions than many of our competitors over a much longer, multi-year period

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Launching adjacent high-margin businesses with recurring revenue streams, to lessen long-term impact of economic cycles

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Delivering Sustained Value for All Our Stakeholders

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Consider sustainability as a value driver and are committed to maintaining our industry leadership while reducing our environmental impact

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Governed by environmental and social policies that are intended to guide sustainable operations, contribute to effective risk management and positively impact our stockholders, employees, tenants, and community

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STOCKHOLDER-FRIENDLY CORPORATE

GOVERNANCE & INDEPENDENT OVERSIGHT

SL Green has a history of strong corporate governance and stockholder-friendly practices.

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ESG HIGHLIGHTS

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ESG Oversight

Given the importance of ESG, the Board has specifically designated the oversight of these matters, including related strategy and risk, to the Nominating and Corporate Governance Committee.

Key ESG Achievements

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

Dear Stockholder:

You are invited to attend the 2025 Annual Meeting of stockholders of SL Green Realty Corp., a Maryland corporation, which will be held on June 3, 2025 at 12:00 p.m., Eastern Time in the auditorium at One Vanderbilt Avenue, New York, New York. We strongly encourage you to vote your shares by proxy prior to the Annual Meeting.

Items of Business—the Annual Meeting will be held for the following purposes: